FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
{x} Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For the Quarterly Period Ended September 30, 1995.
or
{ } Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
Commission File No. 0-13933
THERMAL EXPLORATION COMPANY
(Exact Name of registrant as specified in its charter)
California 94-2185688
(State or other jurisdiction of incorporation or
organization) (I.R.S. identification No.)
11525 Caroline Lane, Nevada City, California 95959
(Address of principal executive offices)
Registrant's telephone number including area code:
(916) 265-0653
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past twelve months (or for such shorter period
that the registrant was required to file such reports), and (2)
has been subject to the filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the issuer's common
stock, as of November 10, 1995 is 17,050,528. This report
contains a total of 10 pages.
Part I - Financial Information
Item 1. Financial Statements
Thermal Exploration Company
Statements of Financial Position
(Unaudited)
Sept. 30, 1995 June 30, 1995
Assets
Cash & Cash Equivalents $ 1,448 $ 958
Receivables 9,560 75,497
Total Current Assets $ 11,008 $ 76,455
Deferred Exploration Costs
and Mineral Claims 1,671,562 1,591,095
Other 516 630
Total Assets $1,683,086 $1,668,180
Liabilities and Shareholders' Equity
Accounts Payable and
Accrued Expenses $ 187,022 $ 97,494
Total Current Liabilities $ 187,022 $ 97,494
Accounts Payable to be
Refinanced -0- 108,000
Total Liabilities 187,022 205,494
Convertible Series A Preferred
Stock 5,000,000 Shares
Authorized: 155,000
Shares Issued and Outstanding;
$3.00 Per Share Liquidation
Preference 465,000 465,000
Common Stock, 100,000,000 Shares
Authorized, No Par; 16,915,528
and 16,415,528 Outstanding
at Sept. 30, 1995 and
June 30, 1995, Respectively 6,841,910 6,730,910
Accumulated Deficit (5,810,846) (5,733,224)
Total Shareholders' Equity 1,496,064 1,462,686
Total Liabilities and
Shareholders' Equity $1,683,086 $1,668,180
The Accompanying Notes are an Integral Part of These Financial
Statements.
Thermal Exploration Company
Statements of Operations
(Unaudited)
For the Three Months
Ended September 30,
1995 1994
Revenue:
Income $ -0- $ -0-
Total -0- -0-
Expenses:
Consulting Fees
& Contract Labor 11,220 8,820
Professional Fees 53,812 1,856
Rent & Utilities 2,837 2,604
Stock Maintenance 4,107 2,652
Travel 455 321
Other 3,255 3,996
Total Expenses 75,686 20,249
Gain on Asset Disposal -0- 40,718
Interest Income 1 1
Currency Gain (Loss) (1,137) 365
Loss from Operations (76,822) 22,035
Provision for Income Tax 800 800
Net Income $(77,022) $ (20,035)
Net Loss Per Share $ .00 $ .00
Common Shares Outstanding 16,915,528 14,532,193
The Accompanying Notes are an Integral Part of These Financial
Statements.
Thermal Exploration Company
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
September 30,
1995 1994
Cash Flows From Operating Activities:
Net Income (Loss) $ (77,622) $ 20,035
Adjustments to Reconcile Net Income
(Loss) to Cash Provided By
Operating Activities:
Depreciation 114 270
Amortization of Intangibles -0- 236
Gain on Sale of Assets -0- (40,718)
Decrease (Increase) in Receivables 65,397 (100)
Increase (Decrease) in Accrued
Liabilities 89,528 8,927
Net Cash Flows From
Operating Activities 77,957 (11,350)
Cash Flows From Investing Activities:
Investment in Joint Venture (80,467) (12,143)
Cash Flows From Financing Activities:
Proceeds of Stock Issuance 111,000 -0-
Payment of Accounts Payable to be
Refinanced (108,000) -0-
Net Cash Flows from Financing
Activities 3,000 -0-
Net Increase (Decrease) in Cash 490 (23,493)
Cash at Beginning of Period 958 29,330
Cash at End of Period $ 1,448 $ 5,837
Schedule of Noncash Financing Activities:
Securities Received on Sale of
Investment in Mining Claim $ 44,000
The Accompanying Notes are an Integral Part of these Financial
Statements
Thermal Exploration Company
Notes to Financial Statements
September 30, 1995
(Unaudited)
Note 1 - Financial Statements
The statement of financial position as of September 30, 1995, the
statements of operations for the three month periods ended
September 30, 1995 and 1994, and the statements of cash flows for
the three month periods then ended have been prepared by the
Company without audit. In the opinion of management, all
necessary adjustments have been made to present fairly the
financial position, results of operations, and the cash flows
for all periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
conjunction with the audited financial statements and notes
thereto included in the Company's June 30, 1995 Annual Report to
Shareholders. The results of operations for the periods ended
Septmber 30, 1995 and 1994, are not necessarily indicative of the
operating results for these full years.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Management's Discussion and Analysis of Financial Condition and
Results of Operations
A. Liquidity
Thermal Exploration Company (the "Company") had a cash
balance of $1,448 as of September 30, 1995, an increase of $490
from the previous period which ended on June 30, 1995. Total
liabilities as of September 30, 1995 were $187,020 as compared to
$205,494 on June 30, 1995. The increase in the cash balance is
insignificant with respect to day to day operations. The decrease
in liabilities is attributable to exploration expenses paid by
the Company to Western Copper Holdings Limited ("Western
Copper"), its joint venture partner in the Carmacks Copper
Project. The Company currently owes Western Copper approximately
$55,000 on which it is paying interest at the rate of 1.5% per
month. The balance due Western Copper is payable on demand. The
Company has no current obligations other than day to day
administrative expenses and its on-going commitment to its 50%
joint venture interest in the exploration and development of the
Carmacks Copper Project near Carmacks, Yukon. The Company
currently has no revenue generating activity, and is dependent on
equity financing and corporate loans from Western Copper to meet
its joint venture obligations.
Subsequent to September 30, 1995 a holder of Series A
Preferred Stock converted 135,000 shares into common stock of the
Company on a 1:1 exchange ratio. No proceeds were received by
the Company.
The Company and Western Copper are currently proceeding with
plans to merge the two companies on the basis of one common share
of Western for each five common or preferred shares of Thermal.
It is also proposed that Thermal shareholders, other than
Western, will receive shares in Pacific Cascade Resources
Corporation, a to be formed corporation whose assets will consist
of all of the assets and liabilities of Thermal other than those
relating to the Carmacks Copper Project. The merger is subject to
shareholder and regulatory approval. Thermal and Western Copper
are also holding discussions with investment banking firms which
could lead to senior equity and debt funding for the Carmacks
Copper Project. There is no assurance that these financing
discussions will be successful or that a
reorganization between the two companies will take place.
The Company has no income and is entirely dependent on its
ability to raise funds through the sale of assets or the sale of
its common shares to meet its administrative and
exploration/development requirements.
B. Capital Resources
Carmacks Copper Property
The Company's primary commitment is to the exploration and
development of the Carmacks Copper Project in the central Yukon
of Northwestern Canada. It is also involved to a lesser extent
in mineral exploration in other regions.
The Company and Western Copper entered into a Joint Venture
to evaluate the Carmacks copper oxide deposit as a low-cost open
pit solvent extraction and electrowinning (SX-EW) copper
producer. The Joint Venture obtained an option to acquire the
property from Archer Cathro & Associates of Vancouver, B.C. which
required that $2 million (Cdn) be spent exploring the property or
that a feasibility study be completed prior to 1993. Western
Copper and the Company have jointly spent the required $2 million
(Cdn) to acquire the property. Archer Cathro will be entitled to
receive, at the Joint Venture's option, either a 15% net profit
interest or a 3% royalty interest up to a maximum of $2.5 million
(Cdn).
The Carmacks Copper Project, which consists of 232
unpatented mining claims, is located approximately 43 kilometers
northwest of Carmacks, Yukon, Canada. The property is accessible
by an all-weather road from Skagway, Alaska to within seven miles
of the property. A secondary road to the property is sufficient
for seasonal travel by two and four-wheel drive vehicles.
Since 1989 Thermal and Western Copper have spent
approximately $3.5 million (Cdn) on an intensive mine evaluation
program, including diamond drilling, metallurgical and
environmental studies.
In September, 1993 Kilborn Engineering was retained to
complete a feasibility study on the Carmacks Copper Project of
sufficient detail to be used for raising financing and finalizing
permits.
Based on the Kilborn feasibility study, the Carmacks Copper
Project will produce an average of 45 tons of copper per day over
the estimated 8.5 year mine life by way of solvent extraction-
electrowinning (SX-EW). Capital costs for the project have
recently been revised and are now estimated at, plant and
equipment $35.4 million (Cdn. $48.6 million), with $7.1 million
(Cdn. $9.7 million) for indirect costs and $3.7 million (Cdn.
$5.1) for contingencies, for a total of $46.3 million (Cdn.$63.4
million). Working capital requirements are estimated at $2.9
million (Cdn.$4 million). Operating costs over the life of the
project are estimated at $0.64 (Cdn. $0.88) per pound of copper.
The price of copper is $1.39 per pound as of November 10, 1995.
No assurance can be given, however, that the project will be
completed as budgeted, or that copper prices will be maintained.
There are fourteen mineralized zones on the property of
which the No.1 Zone is the most important and the subject of the
feasibility study. The No. 1 Zone strikes north/south over 2,300
feet and has an average width of 112 feet. A global reserve to a
depth of 1,500 feet has been calculated at 22,051,665 tons
grading 1.06% copper and 0.013 ounces of gold per ton, for total
contained metals of 460 million pounds of copper and 286,000
ounces of gold.
A diluted open pittable oxide reserve of 15,550,000 tons
grading 1.01% copper and 0.015 ounces of gold per ton has been
outlined to a depth of 600 feet below surface. The strip ratio
in the initial years is 2:1 and will average 4:1 waste/ore over
the life of the mine. There are at least 3 other surface zones
which could augment ore from the No. 1 Zone.
Environmental surveys were completed between 1991 and 1993.
The results of these surveys were submitted for regulatory review
in February, 1994. The environmental impact assessment (IEE) and
feasibility study were submitted for review in early October,
1994. Land-use permits and a water license for the project are
anticipated to be issued early in 1996. Negotiations with the
Little Salmon First Nation are continuing with the expectation of
finalizing an Economic Development Agreement this Fall.
Western Copper and Thermal Exploration are now entering a
phase which will lead to detailed engineering. Preliminary talks
with marketing groups and financial institutions have been
positive.
Under the terms of the joint venture, Western Copper and
Thermal Exploration each have a 50% interest in the Carmacks
Project, and each is required to provide capital to maintain its
50% interest. In the event that Thermal Exploration is unable to
raise its portion of the capital, Thermal Exploration's interest
in the Carmacks Project will be diluted.
No assurances can be given that the Company will be
successful in its efforts to raise the necessary capital to
maintain its interest or that the project will reach production.
Lac de Gras Diamond Property
On May 7, 1992 the Company entered into an agreement
to acquire a 70% interest in mineral leases of approximately
94,519 acres located in the Lac de Gras area of the Northwest
Territories of Canada. The claims are located on the Archean
geological trend in which BHP Corporation ("BHP") and Kennecott
Canada Limited ("Kennecott") have announced the discovery of
kimberlite pipes containing gem quality diamonds. The BHP and
Kennecott discoveries were the focus of international attention
and have resulted in a large staking rush. The Company's
property is located approximately 40 miles north and east of the
BHP discovery.
The Company paid a total of $47,259 (Cdn) and 200,000 common
shares for its interest. The Company concurrently entered into
an agreement with Kennecott, a wholly-owned subsidiary of
Kennecott Inc. of Salt Lake City, Utah, whereby Kennecott
reimbursed the Company $47,259 (Cdn) to earn up to a 70% interest
in the Company's project by providing all exploration costs
through to a production decision. As of August 9, 1993
Kennecott, after completing an airborne magnetometer and
resistivity survey and limited soil sampling, discontinued
exploration on the property and has relinquished all rights to
the property. Kennecott, during the course of its exploration,
spent approximately $197,000 (Cdn), an amount sufficient to keep
approximately 38,000 of the original 94,519 acres in good
standing until March, 1996. Based on its estimate of
recoverability of its acquisition and exploration costs for the
property, the Company wrote off all of its remaining capitalized
costs during the year ended June 30, 1995. The Company is
currently seeking another senior mining company as a joint
venture partner to conduct further exploration on the property.
No assurance can be given that the Company will be successful in
this effort.
Kirkland Lake Copper-Gold Property
In March of 1994, the Company acquired by staking, two
claims (approximately 320 acres) in the Kirkland Lake area of
Ontario, Canada, at a cost of $764.75(Cdn). The property was
subsequently optioned to Kalahari Resources Inc. in August, 1994
for 75,000 shares of Kalahari common stock and a 4% net smelter
return, of which Kalahari could repurchase from the Company 1
1/2% of the net smelter return for $1,500,000 (Cdn). Kalahari
failed to make a property payment which was due in August 1995.
As a result, 100% ownership has now reverted to the Company. No
book value has been assigned to this property. There can be no
assurance that economic minerals wil be found.
Nevada Gold Property
On December 21, 1994, the Company acquired by staking seven
mineral claims in Nye County, Nevada. A jasperoid ridge within
the property contains anomalous gold, silver, antimony, arsenic
and mercury. A large Induced Polarization anomaly suggestive of
sulfide mineralization parallels the ridge 500 feet to the east.
A drill program to test this anomaly is planned for early 1996.
A 2% Net Smelter Return, of which the Company can repurchase 1%
for $1,000,000, has been granted to two highly qualified
technical consultants for their excellent work in structural
interpretation and geophysical interpretation. No assurance can
be given that gold or other precious metals will be found on the
Company's claims or, if gold or other precious metals are found,
that they can be economically extracted.
C. Results of Operations
During the three month period ending September 30, 1995 the
Company had no operating revenue. The Company also had no
revenue for the corresponding three month period in 1994. The
Company does not anticipate receiving any significant income
prior to placing the Carmacks Copper Project into production. No
assurance can be given that this will occur. To meet its monthly
operating expenses it will need to raise additional funds through
the sale of assets or the private placement of its common stock.
Total operating expenses for the three month period ended
September 30, 1995 were $75,686, which represents a increase of
$55,437 from the prior year's corresponding period when operating
costs were $20,249. The increase is primarily the result of
higher legal and accounting costs associated with the proposed
merger with Western Copper.
The Company has no knowledge of any trends or uncertainties
that have had, or that the Company reasonably expects will have,
a favorable or unfavorable material impact on revenues or income
from continuing operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On November 1, 1995 Prime Equities International
Corporation, a Canadian mining company, acquired Teck
Corporation's 35% interest in Western Copper. Western Copper is
the Company's joint venture partner in the Carmacks Copper
Project and is the Company's largest shareholder, owning
approximately 34% of the outstanding common stock of the Company.
In connection with the transaction, Dale Corman, president of the
Company, is now president of Western Copper.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURE
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THERMAL EXPLORATION COMPANY
November 10th, 1995 F. DALE CORMAN
Chairman & President
(Chief Executive and Principal
Financial Officer)